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                                                                     EXHIBIT 4.3


                                SECOND AMENDMENT
                                     TO THE
        PHOENIX FOOTWEAR GROUP, INC. RETIREMENT SAVINGS PARTNERSHIP PLAN

WHEREAS, Phoenix Footwear Group, Inc. (the "Company") is the sponsor of the
Phoenix Footwear Group, Inc. Retirement Savings Partnership Plan (formerly the
Daniel Green Company Retirement Savings Partnership Plan) (the "Plan")
originally effective August 1, 1997, and most recently amended and restated
effective January 1, 2001;

WHEREAS, Section 14.1 reserves to the Company the right to amend the Plan; and

WHEREAS, the Company desires to make certain changes to the Plan, and to amend
the Plan pursuant to Section 2.07(3) of Appendix B of the Employee Plans
Compliance Resolution System ("EPCRS") (Revenue Procedure 2003-44).

NOW, THEREFORE, the Plan is hereby amended generally effective July 1, 2003,
unless otherwise indicated herein:

         1.       Section 2.19, "Entry Date", shall be amended effective January
                  1, 2000, by adding the following sentence to the end thereof.

                  "Effective January 1, 2000, "Entry Date" means the first day
                  of each calendar month."

         2.       Section 2.50, "Year of Service", shall be amended by deleting
                  it in its entirety and substituting the following therefor:

                  "Year of Service" means a Plan Year during which an Employee
                  or a Leased Employee is credited with at least 1,000 Hours of
                  Service and such other periods of time as are taken into
                  account pursuant to Article 10; provided, that for determining
                  eligibility under Section 3.1, a Year of Service can be earned
                  in an Employee's initial 12 months of employment or, if not
                  earned in such period, in any subsequent Plan Year."

         3.       Section 3.1, Initial Eligibility, shall be amended by
                  inserting the following sentences immediately before the last
                  sentence:

                  "Effective January 1, 2000, each other Employee who has
                  attained age 18 shall become eligible to participate in the
                  Plan on the Entry Date coinciding with or next following the
                  date on which he has completed 90 days of service. Effective
                  July 1, 2003, each other Employee who has attained age 21
                  shall become eligible to participate in the Plan on the Entry
                  Date coinciding with or next following the date on which he
                  has completed a Year of Service since his Employment
                  Commencement Date."

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         4.       Section 4.1, Elections, shall be amended effective September
                  1, 2003 by inserting the following sentence immediately before
                  the last sentence:

                  "Effective September 1, 2003, the phrase "ten percent (10%)"
                  in the immediately preceding sentence shall be substituted
                  with the phrase "twenty-five percent (25%)."

         5.       Section 6A.3, Method of Allocation from the Suspense Account,
                  shall be amended effective for allocations attributable to
                  Plan Years beginning on and after January 1, 2003, by adding
                  the following sentence to the end thereof:

                  "Effective for allocations attributable to Plan Years
                  beginning on and after January 1, 2003, the amount available
                  for allocation from the Suspense Account under Section 6A.2
                  among the accounts of Participants entitled in accordance with
                  Section 6A.2 shall be allocated in the proportion that the
                  Compensation of each such Participant for the Plan Year bears
                  to the total Compensation of all such Participants."

         IN WITNESS WHEREOF, the Company has caused this amendment to be duly
         adopted and executed in its name and behalf.

                                            PHOENIX FOOTWEAR GROUP, INC.


                                            By: Kenneth Wolf
                                               ---------------------------------
                                            Date: 7/1/03
                                                 -------------------------------

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